malone 118 main st v hugos restaurant, No. 23-cv-1881 (Vt. Super. Ct. 2026)

Citation: malone 118 main st v hugos restaurant, No. 23-cv-1881 (Vt. Super. Ct. 2026)
Parent Document: malone 118 main st v hugos restaurant, No. 23-cv-1881 (Vt. Super. Ct. 2026)
Jurisdiction: Vermont (state)
Effective Date: 2026-03-30
Original Source: https://www.vermontjudiciary.org/media/20130 ↗

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HVAC systems, the structural components of the premises, and the common areas. In fact, the
Lease obligations begin the relationship by assigning Plaintiff to undertake several modifications
to the space and perform work subsidized by Defendants. Unlike some leases where the tenant
simply takes full control of the premises and becomes wholly responsible for the premises, the
agreement here portrays something closer to an on-going, day-to-day relationship. Within such a
relationship, it would not be unreasonable for Plaintiff, who was acting as property manager, to
keep the utility accounts under its control and to bill Defendants accordingly.8 In this respect,
reading Section 12(b) in the manner championed by Defendants is consistent with nature of the
parties’ Lease relationship, particularly Plaintiff’s role, as a de facto property manager.
Sixth, the alternative to the serial qualifier rule is not generally supported by the context
of Section 12(b). Against the serial qualifier rule, there is a contradictory provision known as the
“last antecedent rule,” which states that “a limiting clause or phrase . . . should ordinarily be read
as modifying only the noun or phrase that it immediately follows.” Barnhart v. Thomas, 540
U.S. 20, 26 (2003); see also Lockhart, 577 U.S. at 351; City of St. Petersburg v. Nasworthy, 751
So.2d 772, 774 (Fla. App. 2000) (collecting cases). Courts generally apply the last antecedent
rule when applying the modifier would render the prior provisions nonsensical. Justice Alito
cites to several examples in his concurrence in Facebook, Inc. v. Duguid, 592 U.S. 395, 411
(2021).9
As many of these cases explain, the choice between applying the serial qualifier and the last
antecedent rules rests upon context. See, e.g., United States for Use and Benefit of Central
Southern Construction Corp., 568 F.Supp.3d at 1400. As Judge Wood notes:

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